Page:United States Statutes at Large Volume 54 Part 1.djvu/830

From Wikisource
Jump to navigation Jump to search
This page needs to be proofread.


PUBLIC LAWS-CH. 686-AUG. 22, 1940 "Value. " Proviso. Limitation. "Voting security." (39) "Value", with respect to assets of registered investment com- panies, except as provided in subsection (b) of section 28 of this title, means- (A) as used in sections 3, 5, and 12 of this title, (i) with respect to securities owned at the end of the last preceding fiscal quarter for which market quotations are readily available, the market value at the end of such quarter; (ii) with respect to other securities and assets owned at the end of the last preceding fiscal quarter, fair value at the end of such quarter, as deter- mined in good faith by the board of directors; and (iii) with respect to securities and other assets acquired after the end of the last preceding fiscal quarter, the cost thereof; and (B) as used elsewhere in this title, (i) with respect to secu- rities for which market quotations are readily available, the market value of such securities; and (ii) with respect to other securities and assets, fair value as determined in good faith by the board of directors; in each case as of such time or times as determined pursuant to this title, and the rules and regulations issued by the Commission hereunder. Notwithstanding the fact that market quotations for securities issued by controlled companies are available, the board of directors may in good faith determine the value of such securities: Provided,That the value so determined is not in excess of the higher of market value or asset value of such securities in the case of majority-owned subsid- iaries, and is not in excess of market value in the case of other controlled companies. For purposes of the valuation of those assets of a registered diver- sified company which are not subject to the limitations provided for in section 5 (b) (1), the Commission may, by rules and regulations or orders, permit any security to be carried at cost, if it shall determine that such procedure is consistent with the general intent and purposes of this title. For purposes of sections 5 and 12, in lieu of values deter- mined as provided in clause (A) above, the Commission shall by rules and regulations permit valuation of securities at cost or other basis in cases where it may be more convenient for such company to make its computations on such basis by reason of the necessity or desirability of complying with the provisions of any United States revenue laws or rules and regulations issued thereunder, or the laws or the rules and regulations issued thereunder of any State in which the securities of such company may be qualified for sale. The foregoing definition shall not derogate from the authority of the Commission with respect to the reports, information, and docu- ments to be filed with the Commission by any registered company, or with respect to the accounting policies and principles to be followed by any such company, as provided in sections 8, 30, and 31. (40) "Voting security" means any security presently entitling the owner or holder thereof to vote for the election of directors of a com- pany. A specified percentage of the outstanding voting securities of a company means such amount of its outstanding voting securities as entitles the holder or holders thereof to cast said specified percentage of the aggregate votes which the holders of all the outstanding voting securities of such company are entitled to cast. The vote of a majority of the outstanding voting securities of a company means the vote, at the annual or a special meeting of the security holders of such company duly called, (A) of 67 per centum or more of the voting securities present at such meeting, if the holders of more than 50 per centum of the outstanding voting securities of such company are present or rep- resented by proxy; or (B) of more than 50 per centum of the out- standing voting securities of such company, whichever is the less. 796 [54 STAT.